Under the Counselor Realty franchise agreement, is the franchisee considered an agent of Counselor Realty?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
- 13.5 Relationships. You are an independent contractor, not the employee, agent, partner or joint venturer of Counselor. This Agreement does not create a fiduciary relationship or a relationship of special trust and confidence. No person may acquire any interest in or under this Agreement except in accordance with Article 9. No other person except our affiliate is intended to be a beneficiary of this Agreement. If Franchisee is more than one person, all are jointly and severally liable hereunder. If Franchisee is a partnership, corporation or other entity, all of its partners, shareholders or owners from time to time shall execute the guaranty at the foot of this Agreement. We owe no implied duties to you.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, the franchisee is explicitly defined as an independent contractor and not an agent of Counselor Realty. The franchise agreement specifies that the relationship between the franchisee and Counselor Realty is not that of an employee, agent, partner, or joint venturer. Furthermore, the agreement clarifies that it does not establish a fiduciary relationship or a relationship of special trust and confidence.
This distinction is important because it means the franchisee operates with a degree of autonomy in managing their business. They are responsible for their own business decisions and are not subject to the same level of control as an agent or employee. This independence also implies that the franchisee bears the risks and rewards associated with their business operations.
This type of arrangement is common in franchising, where franchisees invest in and operate their own businesses under the franchisor's brand and system. The franchisee's independence is further reinforced by the fact that they are responsible for hiring, discharging, and managing their own employees and agents, without Counselor Realty's direct involvement. This independent contractor status has legal and financial implications for both the franchisor and franchisee, affecting liability, taxes, and other aspects of the business relationship.